Axonyx (NASDAQ:AXYX)
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Axonyx Inc. (NASDAQ: AXYX), a U.S.-based
biopharmaceutical company, today announced that it received notice on
August 2, 2006 from The Nasdaq Stock Market, Inc. that the minimum bid
price of its common stock had fallen below $1.00 for 30 consecutive
business days and that Axonyx was therefore not in compliance with
Nasdaq Marketplace Rule 4310(c)(4).
In accordance with the Nasdaq Marketplace Rules, Axonyx has until
January 29, 2007, (180 calendar days from August 2, 2006) to regain
compliance.
Axonyx can regain compliance with the minimum bid price rule if
the bid price of its common stock closes at $1.00 or higher for a
minimum of ten consecutive business days during the initial 180-day
period, although Nasdaq may, in its discretion, require Axonyx to
maintain a bid price of at least $1.00 per share for a period in
excess of ten consecutive business days (but generally no more than 20
consecutive business days) before determining that Axonyx has
demonstrated the ability to maintain long-term compliance. If
compliance is not achieved by January 29, 2007, Axonyx will be
eligible for an additional 180-day compliance period if it meets the
Nasdaq Capital Market initial listing criteria as set forth in Nasdaq
Marketplace Rule 4310(c) other than the minimum bid price requirement.
If Axonyx is not eligible for an additional compliance period, or does
not regain compliance during any additional compliance period, NASDAQ
will provide written notice to Axonyx that its securities will be
delisted. At such time, Axonyx would be able to appeal the delisting
determination to a Nasdaq Listing Qualifications Panel.
On June 8, 2006, Axonyx announced that it had entered into a
definitive merger agreement with TorreyPines Therapeutics, Inc., a
private company. The merger would create a biopharmaceutical company
that discovers and develops treatments for central nervous system
(CNS) disorders. The resulting company will be named TorreyPines
Therapeutics, Inc. and be headquartered in San Diego, California. The
merger is expected to close during the fourth quarter of this year.
Upon closing, shares of the combined company are expected to trade on
the Nasdaq Stock Market for which the parties have reserved the symbol
"TPTX". On July 25, 2006 Axonyx filed a Registration Statement on Form
S-4 with the Securities and Exchange Commission ("SEC") which provides
additional information about the merger.
As disclosed in the Form S-4, which has not yet been declared
effective by the SEC, Axonyx intends to apply for listing of the
combined company's shares on the Nasdaq Global Market. Axonyx will be
subject to the Nasdaq reverse merger rules and therefore will be
required to meet the initial listing standards for the Nasdaq Global
Market.
Axonyx will hold an annual meeting, for which the date and time
have not yet been announced, at which Axonyx stockholders will be
asked to approve the issuance of Axonyx common stock and warrants to
purchase Axonyx common stock in connection with the merger, and the
resulting change in control of Axonyx. At the annual meeting Axonyx
stockholders will also be asked to approve a number of other proposals
in connection with the merger, including an amendment to Axonyx's
articles of incorporation affecting a reverse stock split of the
issued shares of Axonyx common stock, at a ratio within the range of
5:1 to 10:1. If the reverse stock split is approved by Axonyx
shareholders, upon the effectiveness of the amendment to Axonyx's
articles of incorporation effecting the reverse stock split, or the
split effective time, the issued shares of Axonyx common stock
immediately prior to the split effective time will be reclassified
into a smaller number of shares such that an Axonyx shareholder will
own one new share of Axonyx common stock for each 5 to 10 shares of
issued common stock held by that stockholder immediately prior to the
split effective time, the exact split ratio within the 5:1 to 10:1
range to be determined by the Axonyx board of directors prior to the
split effective time and to be publicly announced by Axonyx.
The approval of the reverse stock split by the Axonyx shareholders
is a condition to Axonyx's and TorreyPines' obligation to complete the
merger. In addition, because Axonyx does not currently have enough
authorized shares of its common stock available for issuance to pay
the aggregate merger consideration to TorreyPines' stockholders, the
reverse stock split is necessary in order to consummate the merger.
It is expected that the merger and the reverse stock split will
allow Axonyx to regain compliance with the NASDAQ listing rules.
Additional Information about the Merger and Where to Find It
In connection with the proposed merger, Axonyx and TorreyPines
Therapeutics intend to file relevant materials with the Securities and
Exchange Commission (SEC), and have filed a registration statement on
Form S-4 that contains a preliminary prospectus and a joint proxy
statement, which has not been declared effective. Investors and
security holders of Axonyx and TorreyPines Therapeutics are urged to
read these materials as they become available because they will
contain important information about Axonyx, TorreyPines Therapeutics
and the merger. The proxy statement, prospectus and other relevant
materials (when they become available), and any other documents filed
by Axonyx with the SEC, may be obtained free of charge at the SEC's
web site at www.sec.gov. In addition, investors and security holders
may obtain free copies of the documents filed with the SEC by Axonyx
by directing a written request to: Axonyx, 500 Seventh Avenue, 10th
Floor, New York, NY 10018, Attention: Investor Relations. Investors
and security holders are urged to read the proxy statement, prospectus
and the other relevant materials when they become available before
making any voting or investment decision with respect to the merger.
This communication shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Participants in the Solicitation
Axonyx and its directors and executive officers and TorreyPines
Therapeutics and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the stockholders
of Axonyx in connection with the proposed transaction. Information
regarding the special interests of these directors and executive
officers in the merger transaction is included in the proxy
statement/prospectus referred to above. Additional information
regarding the directors and executive officers of Axonyx is also
included in Axonyx's Annual Report on Form 10-K for the year ended
December 31, 2005, which was filed with the SEC on March 16, 2006.
This document is available free of charge at the SEC's web site
(www.sec.gov) and from Investor Relations at Axonyx at the address
described above.
About Axonyx
Axonyx Inc. is a U.S.-based biopharmaceutical company engaged in
the acquisition and development of proprietary pharmaceutical
compounds for the treatment of CNS disorders. Axonyx currently has
three compounds in development for Alzheimer's disease, namely
Phenserine - a potential symptomatic and disease progression treatment
of mild to moderate Alzheimer's disease (AD), Posiphen(TM) - a
potential disease progression treatment for AD now in Phase I, and
BisNorCymserine (BNC) - a potential symptomatic treatment of severe AD
now in pre-Investigational New Drug (IND) stage. Additional
information can be found at www.axonyx.com.
About TorreyPines Therapeutics
TorreyPines Therapeutics, Inc. is a biopharmaceutical company that
discovers and develops small molecule drugs to treat diseases and
disorders of the central nervous system. Led by an accomplished
management team, TorreyPines is leveraging novel drug targets and
technologies to deliver new therapies for migraine, chronic pain,
including neuropathic pain, and Alzheimer's disease. Its therapies are
intended to offer advantages over current therapies. On June 8, 2006,
TorreyPines announced that it had entered into a definitive merger
agreement with Axonyx Inc. (Nasdaq: AXYX). The resulting company will
be named TorreyPines Therapeutics, Inc. and be headquartered in San
Diego. Further information is available at
www.torreypinestherapeutics.com.
This press release contains forward-looking statements or
predictions, including statements regarding the potential closing of
the proposed merger between Axonyx and TorreyPines Therapeutics and
the combined company resulting from the merger.
Actual results may differ materially from the above
forward-looking statements due to a number of important factors,
including the possibility that the proposed merger may not ultimately
close for any of a number of reasons, including, but not limited to,
Axonyx not obtaining shareholder approval of the issuance of shares
and warrants in the merger, the change in control resulting from the
merger or the reverse split of Axonyx common stock; TorreyPines
Therapeutics not obtaining shareholder approval of the merger, the
possibility that Nasdaq will not approve the listing of the combined
company's shares for trading on the Nasdaq Stock Market or that the
combined company will not be able to meet the continued listing
requirements after the closing of the merger; that Axonyx and
TorreyPines Therapeutics will forego business opportunities while the
merger is pending; that prior to the closing of the proposed
transaction, the businesses of the companies, including the retention
of key employees, may suffer due to uncertainty; and even in the event
the transaction is completed, that combining Axonyx and TorreyPines
Therapeutics may not result in a stronger company, that the
technologies and clinical programs of the two companies may not be
compatible and that the parties may be unable to successfully execute
their integration strategies or realize the expected benefits of the
merger.
Risks and uncertainties that could materially affect Axonyx are
described in the documents Axonyx files from time to time with the
SEC, including Axonyx's annual report on Form 10-K and the proxy
statement/prospectus filed in connection with the proposed merger.
Neither Axonyx nor TorreyPines Therapeutics undertakes any obligation
to publicly release the result of any revisions to such
forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.